fgf-3 shows a complex spatial-temporal pattern of transcription during mouse development, and the gene product appears to be an important intercellular signaling molecule. Here we show that the major enhancer, which is obligatory for transcription, is composed of three elements with different properties. Both functional analyses in undifferentiated and differentiated F9 cells and characterization of DNA-protein complexes in vitro have identified the sequence motifs GTGACT(C), ATTGT, and GATA as the key transcription factor binding sites. The GTGACT(C) motif, while not essential, is required for full enhancer activity. However, binding at ATTGT is crucial for transcriptional activity and is required for cooperative binding at the proximal GATA site. The GATA binding site mediates the retinoic acid/ dibutyryl cyclic AMP stimulation of transcription and correlates with the binding of Gata-4 which is induced by retinoic acid in differentiating F9 cells. The ATTGT and GATA motifs are inactive when placed separately on a minimal thymidine kinase (TK) promoter, but together they act as a strong retinoic acid-regulated enhancer. In undifferentiated F9 cells, gata-4 expression stimulates the fgf-3 promoter, whereas in differentiated F9 cells already expressing gata-4, no further increase in promoter activity was observed.